1. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitutional Changes Proposed Optimized Board Structure Barry L. Shoop, Ph.D., P.E., 2016 IEEE President and CEO Karen Bartleson, 2016 IEEE President-elect Howard E. Michel, Ph.D., 2016 IEEE Past President Technical Activities Board 13 February 2016 IEEE Board Meeting Sand Diego, CA, USA

2. 12-CRS-0106 REVISED 8 FEB 2013 Today’s Discussion Bring us all up to speed Dive into details of the proposal –3 major bodies: Board of Directors, Enterprise Board, Assembly –Committees that each body will “coordinate” Informal discussion –No motions; no real-time updates to proposal –Capture your feedback to address after today; feedback2030@ieee.org Answer 2 questions: 1.What do you like most about the proposal? 2.Where do you see room for improvements?

3. 12-CRS-0106 REVISED 8 FEB 2013 Two Separate Efforts This update encompasses information on two separate efforts. The efforts are occurring simultaneously but responsibility for shepherding these is being done with two separate groups and are not interdependent. 1. IEEE Constitutional changes (endorsed by the Board in November 2015) –Effort led by the IEEE Governance Committee 2. Proposed optimized Board structure –Effort led by the IEEEin2030 Ad Hoc Committee WORK IN PROGRESS

4. 12-CRS-0106 REVISED 8 FEB 2013 Constitutional Changes Howard E. Michel, Ph.D. 2016 IEEE Past President

5. 12-CRS-0106 REVISED 8 FEB 2013 Members Drive Change in IEEE It is important for our members to provide input in how our organization is run, including changes that require amendments to the IEEE Constitution.

6. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitutional Changes Where We Are Today The IEEE Board of Directors at its November 2015 meeting approved the presentation of proposed revisions to the IEEE Constitution The revisions, in the form of a single amendment, will be presented to the IEEE voting members for approval as part of the 2016 IEEE annual election ballot To adopt this amendment, an affirmative vote of at least two-thirds of all ballots cast is required –Provided the total number of those voting is not less than 10 percent of all IEEE’s members who are eligible to vote

7. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitution Changes IEEE Board Statement At its January 2016 meeting the following Statement was adopted by the IEEE Board of Directors. The Board of Directors proposes revisions to the IEEE Constitution and recommends each IEEE member vote FOR the amendment. If adopted, these modifications improve the members’ voice in governing IEEE and allow future changes to the organizational structure to better respond to the demands of a complex and changing world. 7

8. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitution Changes Endorsed by the Board Provide members with the possibility of an increased role selecting the Board of Directors, allowing directors to be elected by the full eligible voting membership of IEEE Add language encouraging a diverse Board of Directors Add the IEEE executive director, the most senior IEEE staff executive, as a non-voting member of the Board to participate from inception in setting the strategic direction of IEEE

9. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitution Changes Endorsed by the Board (cont.) Separate the role of an IEEE delegate from an IEEE director, so that directors need not also be delegates Separate the requirement that corporate officers must also be directors. This will allow corporate officers as currently defined to serve in important leadership positions other than on the Board of Directors Establish a new role for IEEE delegates, who are members of the IEEE Assembly, to recommend and consult with the Board on revisions to IEEE Bylaws

10. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitutional Changes The Ballot & Socialization The Constitutional Amendment will be included in the 2016 ballot (15 August through 3 October 2016) Socialization is a priority –Members will be informed of the amendment and the Board’s position via The Institute, member communication vehicles such as newsletters, presentations at meetings, etc. –A public web page has been posted at: http://www.ieee.org/about/corporate/election/2016_constituti onal_amendment.html http://www.ieee.org/about/corporate/election/2016_constituti onal_amendment.html If a statement is submitted, the statement will be published with the ballot per IEEE Policy 13.7 10

11. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitutional Changes What’s Next The Constitutional Amendment requires changes to the Bylaws in order for the two documents to remain in sync –These baseline changes will be brought to the Board by the IEEE Governance Committee for review in June These changes are separate from the changes that would be required to support the proposed optimized Board structure –As a separate and unrelated item, the proposed optimized Board structure will go to the Board in June

12. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitutional Changes Amendment Timeline (all dates assume a 5pm ET deadline unless noted otherwise) January - sharing the amendment with the membership including article in THE INSTITUTE and a dedicated page on IEEE.org –http://www.ieee.org/about/corporate/election/2016_constitutional_amendme nt.htmlhttp://www.ieee.org/about/corporate/election/2016_constitutional_amendme nt.html By 1 May - proposed Constitutional Amendment is provided to all the voting members –This will be accomplished by pointing members to the website through the January online and March print issues of The Institute By 13 May - initial statements by principal initiators (i.e. IEEE Board of Directors) and opponents of Constitutional Amendments must be received By 3 June - Initial Statements are shared with all parties. (i.e. initiators and opponents) By 24 June - receive rebuttal statements from all parties and finalize Annual Election ballot materials

13. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitutional Changes Amendment Timeline (cont.) (all dates assume a 5pm ET deadline unless noted otherwise) 15 August - distribute the Annual Election ballots, which include finalized statements and rebuttals, to all voting members 3 October (Noon ET) - Last day for votes to be received from voting members 17 October - Last date votes can be tallied by IEEE Tellers Committee 17 October - Last day for announcement of vote tallies by IEEE Tellers Committee to IEEE Board of Directors. Approved amendments go into effect 30 days after adoption. The adoption date is the first meeting of the Board of Directors after the date of the Tellers Committee Report More detail on the timeline can be found on: http://www.ieee.org/about/corporate/election/20 16_constitutional_amendment.html http://www.ieee.org/about/corporate/election/20 16_constitutional_amendment.html

14. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Karen Bartleson 2016 IEEE President-elect

15. 12-CRS-0106 REVISED 8 FEB 2013 2015 Focus Areas & Current Status 15 IEEE is well-positioned for success in 2030 and continues to serve the needs of technologists between now and then. [1] Create a Nimble, Flexible, Forward-looking Organization [2] Foster Public Imperatives [3] Foster Diverse Technical Communities with Industry, Government, and Academia [4] Empower the Discovery, Development and Delivery of Cutting-edge Products and Services How Work Will Continue in 2016 2016 IEEEin2030 Ad Hoc Committee working on Board Optimization The focus of this presentation Creation of 2016 Ad Hoc Committee on Public Imperatives Major 2016 effort with Industry Ad Hoc and OUs focusing on this effort NIC has been asked to review and implement recommendations from 2015 sub- team

16. 12-CRS-0106 REVISED 8 FEB 2013 January 2015 The 2015 Board recognized the risk associated with status quo and took the necessary steps to position the IEEE for success Why optimize?

17. 12-CRS-0106 REVISED 8 FEB 2013 IEEE IP Sales Growth Rates Are Generally Declining 01/08/201617

18. 12-CRS-0106 REVISED 8 FEB 2013

19. Why optimize? Strengthen the “voice” of the membership in IEEE governance The Board needs to be strategic, not operational Board representation is not 100% member-elected The Board is not globally diverse Focus of the Board should be on the entire IEEE, instead of interests of Regions, Divisions, Major OUs Board decisions need to be made in a timely manner Governance structure organized around principles from 1960s

20. Working on this effort: 2016 IEEEin2030 Ad Hoc Committee 20 Members Karen Bartleson (chair) Celia Desmond Parviz Famouri Donna Hourican Jim Jefferies Kathy Land Norberto Lerendegui Howard Michel Providence More Bill Moses Jim Prendergast Wanda Reder Marina Ruggieri Barry L. Shoop Lawrence Wong Charter Continue work on creating a nimble, flexible, forward-looking organization which was one of the four strategic outcomes from the 2015 Board retreat. Focus its efforts on creating, socializing, and presenting to the IEEE Board of Directors a proposal regarding the future governance structure of IEEE. Work will occur, as needed, with the Governance Committee on bylaws related to any proposed changes. The committee may also choose to work on additional efforts related to optimizing IEEE governance. Continue to use feedback mechanisms to allow input and responses from across the IEEE and external sources.

21. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Guiding Principles Strengthen the “voice” of the membership in IEEE governance The Board of Directors (BoD) will reflect the diversity of the IEEE All volunteer members of the IEEE Board of Directors will come from the IEEE membership and will be elected by the full membership The new BoD size and composition will be more conducive to flexibility and adaptiveness –The new BoD will be smaller than the current Board –Terms of service will support continuity –Allow for deliberative, candid, and generative discussions The volunteer members of the new Board of Directors will not hold any other IEEE leadership positions (with a few exceptions prescribed in the Bylaws) in order to avoid any real or perceived conflict of representation

22. 12-CRS-0106 REVISED 8 FEB 2013 MEMBERS Board of DirectorsAssembly PSPBIEEE-USA S tandards Assoc.Educational Act. MGATechnical Act. 10 Regions 10 Divisions Today’s IEEE Organization & Governance

23. 12-CRS-0106 REVISED 8 FEB 2013 Context: Today’s IEEE Board of Directors 31 Members on the IEEE Board of Directors -3 Presidents (past, current, future) -1 Treasurer -1 Secretary -6 Leaders of Major Boards (Educational Activities, IEEE- USA, Member & Geographic Activities, Publications, Standards, Technical Activities) -10 Divisional Delegates & Directors -10 Regional Delegates & Directors

24. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Three Major Bodies Board of Directors (restructured) –13 members; 12 voting IEEE Senior Members or Fellows elected by the full IEEE membership; Executive Director as non-voting member –Three-year term –President presides –Focused on strategy Enterprise Board (a new body) –22 members; 10 voting (Immediate Past President, Treasurer, Secretary, Executive Director; Vice Presidents/Presidents of EA, MGA, PSPB, SA, TAB, IEEE-USA; 12 non-voting members – Management Council) –Immediate Past President chairs –Focused on enterprise-wide operations (rationalizes operational issues across OUs) Assembly (same composition, new role) –No change to current structure - President, President-elect, Immediate Past President, 10 Region Delegates, 10 Division Delegates –President Chairs –Focused on IEEE constituency Transition over the next five years ensuring balance each year 24

25. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Current vs. Proposed: in brief Board doesn’t have sufficient time to focus on strategic issues because they also discuss operational issues Board of Directors will focus on strategic issues; Enterprise Board will focus on operational issues Board Directors need to represent the interests of IEEE as a whole and not their constituents Enterprise Board members will be able to represent the interests of their constituents Changes to number or structure of regions and divisions are difficult because roles are tied A Board position will be separate and distinct from an OU position; OUs will be empowered to change as they see fit BoD is too large and lacks the ability to have generative discussions Board of Directors will have fewer members which will allow for generative discussions Organized around principles from 1960s IEEE senior governance will be structured with consideration for the future Governance structure is not adaptable and lacks year-to-year continuity with members having varied terms of service Governance structure will be adaptable and have more continuity from year-to- year Current Proposed

26. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Major Benefits Provides an adaptive governance structure to meet the uncertainties and increasing complexity of the future Board of Directors will be: –composed of a smaller group of our best and brightest members –able to engage in generative discussions focused on strategy –informed by a stronger voice of the member because all members will be asked to vote on each individual BoD Director IEEE IEEE IEEE IEEE Enterprise Board will: –Create opportunities for representatives from each major OU to meet, socialize, and discuss challenges and opportunities while providing OUs a louder voice in IEEE-wide activities –Able to rationalize operational issues and enable effective operational management IEEE IEEE Assembly will serve as: – The important check and balance of Board of Directors composition and provide linkage to our constituency

27. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Communication & Synchronization Board of Directors Strategy Board of Directors Strategy Enterprise Board Operations Enterprise Board Operations Assembly Constituency Assembly Constituency Strategy Nominations Strategy Business Operations Elections Work in Progress

28. 12-CRS-0106 REVISED 8 FEB 2013 Board of Directors Strategy Board of Directors Strategy Enterprise Board Operations Enterprise Board Operations Assembly Constituency Assembly Constituency Strategy Nominations Strategy Business Operations Elections Work in Progress Proposed Optimized Board Structure Communication & Synchronization

29. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Work in Progress 29 Apple Apple and

30. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Board Slate will be Critical Goal is to attract great leaders from the wide breadth of IEEE membership to serve on the Board of Directors Goal is for a very well-rounded Board. N&A will focus on:. 1) skills and experience in both IEEE & non-IEEE 2) individual attributes 3) diversity factors: Including but not limited to: sectors (private, academia, other); lines of operation (currently EA, MGA/USA, Pubs, SA, TA); technical areas (leadership experience distributed across Societies/ Councils/ Communities); geographic areas; gender

31. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure How will we do it? IEEE in 2030 Ad Hoc at work –Continue to refine and enhance proposal Gather Board feedback –A session was held with the Board of Directors in January 2016,  over 100 comments were captured for consideration by the Ad Hoc Receive broader feedback via feedback2030@ieee.org feedback2030@ieee.org Provide background and transparency via the repository at: http://www.ieee.org/about/corporate/ieeein2030_ archive_m.html http://www.ieee.org/about/corporate/ieeein2030_ archive_m.html

32. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure 2016 Ad Hoc Committee on IEEEin2030 32 Consider ways to experiment in 2016 Share progress with the Board Post updates to members-only 2030 repository web page Develop and execute a socialization plan Present a proposed optimized Board structure to the Board in June –If endorsed the Governance Committee will work on the changes to the Bylaws that would support the new structure and these would be brought to the Board in November

33. 12-CRS-0106 REVISED 8 FEB 2013 Proposed Optimized Board Structure Feedback We are committed to transparency, an open process, and providing regular communications. –IEEE in 2030 Archive Web page: presentations, historical background information, and other Ad Hoc committee documentation are regularly posted and available on the IEEE in 2030 Archive at:http://www.ieee.org/about/corporate/ieeein2030_archi ve_m.htmlhttp://www.ieee.org/about/corporate/ieeein2030_archi ve_m.html Please send feedback to: feedback2030@ieee.org feedback2030@ieee.org

34. 12-CRS-0106 REVISED 8 FEB 2013 Two Separate Efforts 1. IEEE Constitutional changes (endorsed by the Board in November 2015) –Effort led by the IEEE Governance Committee 2. Proposed optimized Board structure –Effort led by the IEEEin2030 Ad Hoc Committee

35. 12-CRS-0106 REVISED 8 FEB 2013 Constitutional Amendment More information… A public web page has been set up: http://www.ieee.org/about/corporate/electi on/2016_constitutional_amendment.html IEEE Governing Documents http://www.ieee.org/about/corporate/gove rnance/index.html http://www.ieee.org/about/corporate/gove rnance/index.html

36. 12-CRS-0106 REVISED 8 FEB 2013 IEEE IEEEin2030 Communication to Date February 2015 – update provided to the Board of Directors at their February meeting (presentation posted to the IEEE in 2030 Archive, accessible to all members). February 2015 – Socialization deck shared with Board who were encouraged to communicate this information (presentation posted to the IEEE in 2030 Archive, accessible to all members). February 2015 - President Shoop presented updates and gathered feedback at TAB, MGA, and EAB (presentation posted to the IEEE in 2030 Archive, accessible to all members). March 2015 - feedback email alias (feedback2030@ieee.org) promoted via an article published in the March online edition of The Institute; also promoted via The Society Sentinel and the SCOOP; alias included on all presentations. –http://theinstitute.ieee.org/briefings/business/the-ieee-of-2030-begins-nowhttp://theinstitute.ieee.org/briefings/business/the-ieee-of-2030-begins-now May 2015 – update to the Board of Directors (presentation posted to the IEEE in 2030 Archive, accessible to all members). June 2015 – President Shoop presented updates and gathered feedback from all of the Major OUs (MGA Directors Forum, TAB, USA, PSPB, EAB) and the Board of Directors. September 2015 - IEEE in 2030 Archive and feedback alias (feedback2030@ieee.org) promoted in the September online edition of The Institute as well as The Society Sentinel and SCOOP –http://theinstitute.ieee.org/briefings/business/charting-ieees-future-an-update-on-ieee-in-2030-effortshttp://theinstitute.ieee.org/briefings/business/charting-ieees-future-an-update-on-ieee-in-2030-efforts October 2015 - committee held two live IEEE.tv broadcasts with Q&A sessions, attended by nearly 1500 members. –The sessions were also recorded and posted to the IEEE in 2030 Archive. –The sessions were promoted in advance via an email from President Michel to all IEEE members.

37. 12-CRS-0106 REVISED 8 FEB 2013 IEEEin2030 Communication to Date (cont.) October 2015 – update to the Board of Directors (presentation posted to the IEEE in 2030 Archive, which is accessible to all members) November 2015 – Q&A session with TAB, where both Presidents Michel and Shoop responded to questions from TAB. November 2015 – Update and Q&A Session held with the Board of Directors (presentation posted to the IEEE in 2030 Archive, which is accessible to all members). January 2016 – update to the Board (presentation posted to the IEEE in 2030 Archive, which is accessible to all members) January 2016 – article in online The Institute regarding Constitutional Amendment –http://theinstitute.ieee.org/briefings/business/-proposed-amendment-to-the-ieee-constitution-on- 2016-ballothttp://theinstitute.ieee.org/briefings/business/-proposed-amendment-to-the-ieee-constitution-on- 2016-ballot January 2016 – update to Regions 4/5/6 by President-elect Bartleson February 2016 – Socialization deck sent to the BoD who are encouraged to share this broadly February 2016 – Q&A session with TAB to be attended by Presidents B. Shoop, H. Michel, and K. Bartleson. February 2016 - update to the Board (presentation will be posted to the IEEE in 2030 Archive, which is accessible to all members). February 2016 – public page regarding the proposed Constitutional Amendment and timeline posted. –http://www.ieee.org/about/corporate/election/2016_constitutional_amendment.htmlhttp://www.ieee.org/about/corporate/election/2016_constitutional_amendment.html March 2016 - article in print edition of The Institute regarding Constitutional Amendment.

38. 12-CRS-0106 REVISED 8 FEB 2013 Questions: 1. What do you like most about the proposal? 2. Where do you see room for improvement in the proposal?

39. 12-CRS-0106 REVISED 8 FEB 2013 Questions & Answers

40. 12-CRS-0106 REVISED 8 FEB 2013 Why is IEEEin2030 making incremental changes? Proposed structural changes are still in draft form They are meant to encourage discussion, support experimentation, and elicit feedback The committee is sensitive to the history and legacy of IEEE and is taking as risk-averse a posture as possible, while still honoring the charge from the January 2015 Board Retreat to “create a nimble, flexible, forward-looking organization” In November 2015, the IEEE Board of Directors approved Constitutional and Bylaw changes that require no operational or functional change There is no change to the way the assembly delegates will be elected, no change to the way the OUs function (TAB, MGA, EAB, etc.) It is a separation of responsibilities, with the goal of enabling collaboration, empowerment, and growth

41. 12-CRS-0106 REVISED 8 FEB 2013 What are some specific problems that require the constitution to be changed? Restructuring has formally been a topic of Board of Directors (BoD) discussion/consideration (off and on) since 1992 when a process was established "to build a better IEEE" and the presentation of three alternatives to the volunteer structure was brought forth –More information on the history of this topic can be found on the IEEE in 2030 Archive At the January 2015 Board retreat, the IEEE Board concluded that the status quo is no longer working and change is needed The Board self-survey analysis by an independent organization, BoardSource, also recommends a change in structure The current structure of the Board is constituency-based and is tied to the structure of the organization Change to this structure will free up the Board to focus on strategy and empower enterprise operations to be championed at the IEEE-level for each OU Today, the OU Vice Presidents cannot represent their constituency on the BoD; as members of the BoD they must represent the good of IEEE There is currently no structure to support OU discussion and constituency representation.

42. 12-CRS-0106 REVISED 8 FEB 2013 Why can't the Board be more strategic under the current structure? Consistent strategic focus under the current Board of Directors structure has been a problem for a number of years - simply by the nature of the way the Board is comprised Like a meeting between a small group of colleagues, a smaller Board can have more informal and extended discussions on strategic issues A larger Board can take longer to reach a decision and often important factors may not be considered because of the un-natural way in which these decisions may be reached The current structure of the Board is constituency-based and is tied to the structure of the organization The goal is to define an IEEE Board so that its composition will be more conducive to being both more effective and more flexible The proposed structure allows for deliberative and candid discussion, with terms of service that would support continuity Change to the current structure would free-up the Board to focus on strategy and empower enterprise operations to be championed at the IEEE- level for each OU

43. 12-CRS-0106 REVISED 8 FEB 2013 IEEE is a healthy organization…why change now? We have seen signs that a change in the way we operate is needed Membership, in fact, has decreased the past two years and IEEE IP sales growth rates are generally declining The idea is to begin to proactively evolve now while we are still a healthy organization rather than to wait for a time when a reactive stance is required Part of this evolution is to put responsibility for operational governance where it belongs, which is not at the Board level The Board’s focus must be on strategy and positioning the organization to deal with challenges in the future

44. 12-CRS-0106 REVISED 8 FEB 2013 Why not make improvements to the current structure without changing the Constitution? The proposed amendment is designed to provide for future flexibility without the requirement for any associated structural or organizational change. The proposed amendment: –Separates the role of an IEEE delegate from an IEEE director, so that directors need not also be delegates. This modification will allow the IEEE organizational structure to change in the future to better respond to the demands of a complex and changing world. Ultimately this will better serve the needs of members, the profession, and the public. –Separates the requirement that corporate officers must also be directors. This will allow corporate officers as currently defined to serve in important leadership positions other than on the Board of Directors. –Provides members with an increased role in selecting the Board of Directors by allowing the Board to be elected by the full eligible voting membership of IEEE. –Adds the executive director, who is the most senior IEEE staff executive, as a nonvoting member of the Board of Directors to participate in setting the strategic direction of IEEE. –Establishes a new role for IEEE delegates, who are members of the IEEE Assembly, to advise the Board of Directors on revisions to IEEE bylaws. –Adds language to the IEEE Constitution that explicitly ensures a richly diverse Board of Directors.

45. 12-CRS-0106 REVISED 8 FEB 2013 IEEE How will the new N&A be able to find the best slate? The Assembly, which is the body within the IEEE that represents the membership, currently only receives certain reports and selects five Directors at Large (three VPs and Secretary and Treasurer) The current proposal would further empower the Assembly delegates, increasing membership representation, as this would be the group charged with the approval of the slate of candidates for the Board of Directors (in addition to other additional responsibilities) This slate would be presented to the entire membership for a vote, thereby providing the membership an increased role in selecting the Board of Directors by allowing the Board to be elected by the full eligible voting membership of IEEE The N&A committee would be focused on nominations criteria and guidance Diversity (technical, gender, regional, etc.) would be an integral component of this criteria and guidance Allowing for election by the general membership would provide for a more robust election process than currently exists, as there is currently no one group that looks at the all the candidates being elected to the Board

46. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Why will the new structure be nimbler than the current organization? At a macro level, the proposed governance construct provides for three governing bodies: –a smaller Board of Directors focused on strategic issues, –an Assembly with increased roles and responsibilities focused on IEEE’s constituency and ensuring the voice of the member is present within the senior governance of IEEE (same number of members as today) –a new Enterprise Board focused on the business operations of the IEEE enterprise The proposed composition of the Enterprise Board ensures that all stakeholders are engaged on operational issues These three bodies will divide the important work that needs to be done for the organization and in so doing will be more efficient than the current structure of one body of 31 tasked with this same work Deliberative engagement mechanisms such as meetings, reports, and updates, as well as officers serving in overlapping capacities, will ensure the three governing bodies communicate effectively

47. 12-CRS-0106 REVISED 8 FEB 2013 How do we ensure diversity and representation? Our current Director Election process is not representative Some directors have been elected with fewer than 600 votes As part of the proposal, specific N&A selection criteria and diversity guidance are being developed to help ensure that the most qualified individuals, providing the widest representation, are placed on the slate for general membership consideration The current proposed Amendment to the Constitution adds language encouraging diversity including geographical and technical diversity. –See the proposed Constitutional Amendment web page at: http://www.ieee.org/about/corporate/election/2016_constitutional_amendment.ht ml http://www.ieee.org/about/corporate/election/2016_constitutional_amendment.ht ml The Enterprise Board’s proposed structure allows for greater representation from both Technical and Regional constituencies to provide for greater diversity and better insight regarding the operational nuances that might be associated with specific technical areas or regional activities

48. 12-CRS-0106 REVISED 8 FEB 2013 IEEE What has BoardSource recommended with respect to the BoD size for IEEE? BoardSource cited comparative research of peer organizations reflecting the following Board sizes: –ACM with a Board of 16 –ACS with a Board of 15 –ASME with a Board of 14 –PMI with a Board of 18 Additional concerns and recommendations cited in the BoardSource report included a concern that, for organizations subject to New York State corporate law, a Board’s loyalty is first and foremost to the good of the corporation Representative Boards, such as IEEE’s, where Directors represent Regions and Societies, can create conflicts of interest The recommendation that followed was that any proposed structural changes consider separation of the Director positions from the Regions, Societies and operating units This would lessen the possibility of conflicting loyalties and encourage more strategic thinking around the long-term needs of IEEE, but will bring new challenges of hearing the members’ voices and assuring member control

49. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Does a larger Board make for more diversity? The following is a breakdown, by gender, location, and occupation, of the TAB Board, including the two non-voting members (total 65)

50. 12-CRS-0106 REVISED 8 FEB 2013 Why reduce the size of the Board? ​ The committee has adopted several guiding principles including improving diversity of the Board, strengthening the voice of the member through both the structure and the election of the members of the Board, and ensuring a structure that allows for more strategic and explorative work on the part of the Board The Board size is just one of the issues being addressed, if you look at the research - the research supports a smaller Board (see Reference Material section on IEEE in 2030 Archive) Even with improved agendas that focus on strategy, the current size of the Board does not allow for meaningful and generative discussions The research data reflects that smaller Board sizes are more nimble and effective providing for more timely responses to quickly changing environments The current structure and size of the BoD is an issue that has been raised since the 1990s

51. 12-CRS-0106 REVISED 8 FEB 2013 How is conflict of interest an issue? As described above (BoardSource Report), representative Boards, such as IEEE’s where Directors represent Regions and Societies, can create conflict of interest The recommendation that followed was that any proposed structural changes consider separation of the Director positions from the Regions, Societies, and operating units This would lessen the possibility of conflicting loyalties and encourage more strategic thinking around the long- term needs of IEEE The terms of service would support continuity and the volunteer members of the new Board of Directors would not hold any other leadership positions (with a few exceptions prescribed in the Bylaws) in order to avoid any real or perceived conflict of representation

52. 12-CRS-0106 REVISED 8 FEB 2013 Is the ED a voting member of the Board in the proposed new structure? There are no voting staff members in the newly proposed IEEE Board of Directors This is a great example of the IEEE in 2030 Ad Hoc incorporating feedback into evolving drafts of the proposed optimized Board structure The Executive Director was on the Board of Directors for 25 years until 1997 The committee feels that the Executive Director should be part of important board discussions with a voice The ED is required to be well-informed when it comes to understanding the mission, programs, and finances of the nonprofit Many references cite the inclusion of the Executive Director as an ex- officio (non-voting member) of the Board as good practice so that they may participate in Board meetings but still avoid the appearance of any conflicts of interest There are existing rules in place to exclude the Executive Director from discussions involving his/her employee performance, benefits, and compensation that allow for free deliberations by the Board when appropriate

53. 12-CRS-0106 REVISED 8 FEB 2013 How are the major OUs represented in the proposed new structure? The Enterprise Board includes representation from TAB, MGA, PSPB, EAB, Standards, IEEE-USA, Finance Committee, History Committee, Governance Committee, Public Visibility Committee, Humanitarian Committee The Enterprise Board is comprised of volunteers, working closely with staff counterparts to manage their business units and come together to make decisions about enterprise-wide business operations with –Enterprise-level focus –Brings recommendations to, and advises, the BoD –Prepares IEEE budget that ensures alignment between budget and operations –Resolves OU disputes –Determines OU structure(s) –Manages and approves policies, charters and manuals of its committees –Provides OUs with more autonomy –Approves Milestones, FOM The IEEE in 2030 Ad Hoc will continue to work on the specifics regarding the working of the EB and there are plans to pilot the EB this year in order to continue to evolve the draft proposal Send your feedback to feedback2030@ieee.org

54. 12-CRS-0106 REVISED 8 FEB 2013 Where will the OUs be represented? Vice Presidents and Presidents of the current OUs will be voting members of the new Enterprise Board The Enterprise Board will provide for representation that is at least as good as the current Board with representation from all the operating units, interest groups, and members Also, Regions are OUs, and they are represented in the Assembly.

55. 12-CRS-0106 REVISED 8 FEB 2013 How will coordination and communication among the 3 bodies be accomplished? Deliberative engagement mechanisms such as meetings, reports, and updates, and officers serving in overlapping capacities will ensure the three governing bodies communicate effectively The proposed structure has not been finalized and the proposed Constitutional Amendment in itself does not change the structure of the organization The IEEE in 2030 Ad Hoc will continue to work on the specifics regarding the working of the three bodies There are plans to pilot the Enterprise Board this year in order to continue to evolve the draft proposal Send your suggestions and feedback to feedback2030@ieee.org

56. 12-CRS-0106 REVISED 8 FEB 2013 Questions?

57. 12-CRS-0106 REVISED 8 FEB 2013 APPENDIX

58. 12-CRS-0106 REVISED 8 FEB 2013 What is the Constitution? The IEEE Constitution defines the scope and purpose of IEEE, in-line with New York State Not-for-Profit Corporation Laws and IEEE’s Certificate of Incorporation, the document that establishes IEEE as a corporation The Constitution: – provides the fundamental objectives, organization, and procedures – prescribes a structure for IEEE’s Board, Assembly, and officer positions (Directors, Delegates, and Corporate Officers) – may only be changed by a vote of the members, and is therefore rarely changed, last changed in 2004 Implementation of Constitutional provisions, in specific organizational structures and procedure, is entrusted to the IEEE Bylaws, IEEE Policies and other operational manuals 58

59. 12-CRS-0106 REVISED 8 FEB 2013 Why Change the Constitution? These minimal revisions allow for flexibility to the governance structure in the future, and provide for continued relationships between the organization’s leadership Revisions do not change the scope and purpose of the organization Complementary Bylaw revisions that maintain IEEE’s current governance structure are being worked on and will be put in place should the amendment be adopted The IEEE Board continues its discussions on possible changes to the governance structure within IEEE For more information on these discussions and the work of IEEE Ad Hoc Committee on IEEE in 2030, visit the member archive at:http://www.ieee.org/about/corporate/ieeein2030_archive_ m.htmlhttp://www.ieee.org/about/corporate/ieeein2030_archive_ m.html 59

60. 12-CRS-0106 REVISED 8 FEB 2013 Detail on Proposed Changes 60

61. 12-CRS-0106 REVISED 8 FEB 2013 IEEE Constitution Has XIV (14) Articles 61 Revisions are proposed to seven Articles No changes in Articles I, III, IV, V, VII, XIII, XIV Modifications recommended in Articles II, VI, VIII, IX, X, XI, XII

62. 12-CRS-0106 REVISED 8 FEB 2013 IEEE IEEE Article II, Section 2 CURRENT IEEE CONSTITUTION PROPOSED IEEE CONSTITUTION ARTICLE II - BYLAWS Sec. 2. Proposed Bylaw changes and reasons therefore shall be sent to all IEEE Directors at least twenty days before the stipulated meeting of the Board of Directors at which the vote shall be taken. The votes of two-thirds of the members present and entitled to vote, at the time of the vote, provided a quorum is present, shall be required to approve any new Bylaw, amendment or revocation. Sec. 2. Recommendations for Bylaw changes originating from the Assembly shall be considered by the Board of Directors. Potential Bylaw changes originating from other sources shall be considered by the Board of Directors in consultation with the Assembly. All proposed Bylaw changes and reasons therefore shall be sent to all IEEE Directors at least twenty days before the stipulated meeting of the Board of Directors at which the vote shall be taken. The votes of two-thirds of the members present and entitled to vote, at the time of the vote, provided a quorum is present, shall be required to approve any new Bylaw, amendment or revocation. 62

63. 12-CRS-0106 REVISED 8 FEB 2013 Article II, Section 2 63 ARTICLE II – BYLAWS Sec. 2. Recommendations for Bylaw changes originating from the Assembly shall be considered by the Board of Directors. Potential Bylaw changes originating from other sources shall be considered by the Board of Directors in consultation with the Assembly. All Pproposed Bylaw changes and reasons therefore shall be sent to all IEEE Directors at least twenty days before the stipulated meeting of the Board of Directors at which the vote shall be taken. The votes of two-thirds of the members present and entitled to vote, at the time of the vote, provided a quorum is present, shall be required to approve any new Bylaw, amendment or revocation. Reason: Provides for the IEEE Assembly to recommend and consult with the Board on changes to IEEE Bylaws. Red strikethrough = deletion Blue underlined = addition

64. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 1 64

65. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 1 65 ARTICLE VI - DELEGATES AND DIRECTORS Sec. 1. The voting members of the IEEE shall elect Delegates-at-large who shall also by virtue of such election be Directors-at-large. The number and method of election of Delegates-at- large and Directors-at-large shall be to the Assembly as specified herein and in the Bylaws. Reason: Separates the role of an IEEE Delegate from an IEEE Director.

66. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 2 66

67. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 2 67 ARTICLE VI - DELEGATES AND DIRECTORS Sec. 2. The territory of the IEEE shall be divided, at the discretion of the Board of Directors, into geographical areas known as Regions, which shall be specified in the Bylaws. The voting members of each Region shall elect a Delegate to the Assembly designated as its Regional Delegate who shall also by virtue of such election be a Director designated as its Regional Director. The method of election of Regional Delegates shall be specified in the Bylaws. Reason: Separates the role of an IEEE Delegate from an IEEE Director.

68. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 3 68

69. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 3 69 ARTICLE VI - DELEGATES AND DIRECTORS Sec. 3. Certain of the technical areas covered by the IEEE shall be grouped into Divisions. The voting members of each Division shall elect a Delegate to the Assembly, designated as its Divisional Delegate, who shall also by virtue of such election be a Director, designated as its Divisional Director. The method of election of such Divisional Delegates shall be specified in the Bylaws. Reason: Separates the role of an IEEE Delegate from an IEEE Director.

70. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 4 70

71. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 4 71 ARTICLE VI - DELEGATES AND DIRECTORS Sec. 4. The term of office of the President as a Delegate-at-large and Director-at-large shall be three years beginning with the office of President- Elect. The Bylaws shall provide the term of office of other Delegates elected by the voting members which shall be identical with the term of office as Director. All shall coincide with the fiscal year of the IEEE. Reason: Separates the role of an IEEE Delegate from an IEEE Director.

72. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 5 72

73. 12-CRS-0106 REVISED 8 FEB 2013 Article VI, Section 5 73 ARTICLE VI - DELEGATES AND DIRECTORS Sec. 5. The number of Directors, terms of office of Directors elected by the Assembly, and the method of election and eligibility requirements shall be specified in the Bylaws taking into consideration various diversity factors including, but not limited to, geographic and technical diversity. Reason: Adds language that encourages a diverse Board of Directors, and enables change to provide for all Directors to be elected by all the eligible voting members.

74. 12-CRS-0106 REVISED 8 FEB 2013 Article VIII, Section 1 74

75. 12-CRS-0106 REVISED 8 FEB 2013 Article VIII, Section 1 75 ARTICLE VIII - THE ASSEMBLY Sec. 1. An Assembly composed of Delegates, including Delegates-at-large, shall receive reports and perform such functions as required by law or specified in the Bylaws. The Assembly shall, at its annual meeting, elect Directors-at-large who are not Delegates. Reason: Enables a change to provide for all Directors to be elected by the full eligible voting membership of IEEE.

76. 12-CRS-0106 REVISED 8 FEB 2013 Article IX, Section 1 76

77. 12-CRS-0106 REVISED 8 FEB 2013 Article IX, Section 1 77 ARTICLE IX - BOARD OF DIRECTORS Sec. 1. The Board of Directors shall be the governing body of the IEEE and shall consist of Directors, including Directors-at-large elected by all of the voting members, Directors-at-large elected by the Assembly, and Directors elected by the voting members as specified in the Bylaws of a group of members. The IEEE Executive Director shall be an ex officio non-voting member of the Board of Directors. The President of the IEEE shall preside. Reason: Enables a change to provide for all Directors to be elected by the full eligible voting membership of IEEE and adds the IEEE Executive Director as a non-voting member of the Board of Directors.

78. 12-CRS-0106 REVISED 8 FEB 2013 Article IX, Section 2 78

79. 12-CRS-0106 REVISED 8 FEB 2013 Article IX, Section 2 79 ARTICLE IX - BOARD OF DIRECTORS Sec. 2. The number of Directors elected by the voting members together with the number of Directors elected by the Assembly shall be not less than nine nor more than fifty, with the exact number specified in the Bylaws. Except for the filling of interim vacancies as provided in the Bylaws, the number of Directors elected by the voting members shall be not less than sixty percent of the total number of Directors. Reason: Enables a change to provide for all Directors to be elected by the full eligible voting membership of IEEE. The limit on the number of Directors is aligned with the Certificate of Incorporation.

80. 12-CRS-0106 REVISED 8 FEB 2013 Article IX, Section 3 80

81. 12-CRS-0106 REVISED 8 FEB 2013 Article IX, Section 3 81 ARTICLE IX - BOARD OF DIRECTORS Sec. 3. All of the Directors elected by the Assembly shall be at least 18 years of age and shall be IEEE members of the grades specified in the Bylaws. Reason: Enables a change to provide for all Directors to be elected by the full eligible voting membership of IEEE.

82. 12-CRS-0106 REVISED 8 FEB 2013 Article X, Section 2 82

83. 12-CRS-0106 REVISED 8 FEB 2013 Article X, Section 2 83 ARTICLE X - CORPORATE OFFICERS Sec. 2. Corporate Officers, other than the President and the President-Elect, to be elected by the Assembly, by all of the voting members or by the voting members of a group of members, shall be specified in the Bylaws. Corporate Officers, by virtue of such election, shall be Directors, but not Delegates. Other Officers shall be appointed by the Board of Directors and as such will be neither Directors nor Delegates. Reason: Provides Corporate Officers the ability to remain Officers without being on the Board of Directors.

84. 12-CRS-0106 REVISED 8 FEB 2013 Article XI, Sections 1 & 2 84

85. 12-CRS-0106 REVISED 8 FEB 2013 Article XI, Sections 1 & 2 85 ARTICLE XI - VACANCIES Sec. 1. The existence of a vacancy in the Assembly, Board of Directors or among the Corporate Officers shall be determined by the Board of Directors or in accordance with the Bylaws. Sec. 2. Vacancies on the Assembly, Board of Directors or among the Corporate Officers shall be filled in accordance with the Bylaws. Reason: Adds the Assembly to the list to support any future separation of the role of the Delegate from that of Director.

86. 12-CRS-0106 REVISED 8 FEB 2013 Article XII, Section 1 86

87. 12-CRS-0106 REVISED 8 FEB 2013 Article XII, Section 1 87 ARTICLE XII - NOMINATIONS AND ELECTIONS Sec. 1. The Board of Directors shall submit annually to all voting members a list of nominees for Delegates, Directors, the President-Elect, and such other Officers as may be specified in the Bylaws to be elected by the voting members for the coming term. Submission may be by notice in an IEEE publication which is distributed to all voting members. Reason: Adds the Directors to the list to support any future separation of the role of the Delegate from that of Director.